Spider-Man
by Debochira
Summary: Peter Parker, an ordinary teen, is bitten by a genetically engineered spider and given a great responsibility as the Spider-Man. Norman Osborn, a proud businessman, goes insane from testing an unstable performance enhancer and becomes the notorious Green Goblin. Rewrite of the Raimi film for the sole purpose of leading up to and improving Spider-Man 3. Rated T for violence.
1. Field Trip

Who am I? You sure you want to know? The story of my life is _not_ for the faint of heart. If somebody said it was a happy little tale, if somebody told you I was just your average ordinary guy, not a care in the world... Somebody lied. But let me assure you, this, like any story worth telling, is all about a girl.

If you looked inside the school bus currently passing the street, you'd see a lot of different people. Some with spiked hair, some with freckles and zits, but you'd be remiss not to notice the smiling face of redheaded Mary Jane Watson, the girl next door. The woman I've loved since before I even liked girls. Notice the big guy with his arm around her? The one with the muscles and wrist chains? I'd like to tell you that's me next to her.

Heck, I'd even take the fat donut guy in front of them. As he looked out the window and laughed, a thin hand knocked against his window. Attached to that hand was a scrawny little fella, wearing glasses and a sweater vest, typical geek. In other words, _that_ is me.

"Hey! Stop the bus!" I cried, trying to catch up to the previously-mentioned moving vehicle, while most of the riders were pointing and laughing at the poor guy who missed the bus because he stayed up late the previous night working on a project.

The embarrassing part is that the project wasn't for school.

I continued to chase the bus, calling out, "Tell him to stop! Please!" Of course, the bus driver had this cheeky grin on his face as he tapped the gas just a bit more, enough to make me work for it. "Stop! Heeeeyyyy! Stop the bus!"

Who else would come to my rescue but the very girl I loved? "Stop the bus!" she ordered, stomping up behind the driver. "He's been chasing us since Woodhaven Boulevard." The driver rolled his eyes and proceeded to finally slow the bus down and open the door.

"Catch a cab, Parker!" one of the students mocked.

Hm, I guess I should introduce myself before we get too far ahead. Peter Parker, science whiz, member of the chess club, and as you've so plainly seen, resident Butt Monkey.

As I boarded, I stammered, "Thank you, I'm sorry I'm late." Then a paper ball caught me right in the cheek. I've grown to suspect that the other students hid those big erasers inside to give it a little more kick, but that's not very relevant here. Shrugging off the laughter and teasing, I made my way down the aisle as the bus geared back into motion.

I was about to sit down beside this relatively cute girl with glasses and pigtails, but she quickly set her stuff down in the empty space and warned, "Don't even think about it."

Chuckling, a student called out, "You're so lame, Parker!"

Donuts shook his head and made a 'Mm-mm' sound from behind his jelly pastry, so I continued on my way. Of course, the sight of Mary Jane glancing at me brightened my day a bit, except her boyfriend and resident King of the Castle Flash Thompson was sitting right there. If there was one rule to high school, besides the ones on the official rules list, it was to _not_ ogle Flash's girl in his presence. That was when a shoe shot out and tripped me. My glasses fell off and bounced around a bit before coming to rest next to my face.

That's about the average morning for me. Everything else about that day was decidedly _not_ average.

* * *

"Midtown High seniors," the field trip chaperone announced, surrounded by said students, some of which were tossing a ball to one another. "No wandering. Proceed direct-" He interrupted himself to catch the ball before Flash could. "Knock it off." Shaking his head at Flash's eye roll, the chaperone continued, "_Remember_, it is a privilege to be here."

While the teacher droned on, I trotted up to the group but lingered behind with my camera primed and ready for photos. I looked around at the people wandering in and the scenery, waiting for my friends to get there. Fixing the glasses on my face, I looked over to find Mary Jane, radiant as always in the morning sunlight.

She was looking in my direction... wait, no, she was looking at _me_! Mary Jane Watson was _looking_ at _me_! She smiled, just a little quirk of the lips, and waved at me. The Girl Next Door, the woman of my dreams, _waved_ at me! Naturally, I waved back and started to walk towards her... until her friends brushed past me and said hello. Giggling, she pointed at one of them teasingly and they walked away. With a sigh, I followed the group past the road just as a shiny and expensive-looking car rolled up.

"Uh, Charles, can we drive around the corner please?" one of the passengers of the car asked.

"Why?" asked the other man. He gestured to the building and said, "The entrance is right there."

Keeping his breathing under control, the younger man replied, "Dad, these are public school kids, I'm not showing up for a field trip in a Rolls."

Snorting, the senior said, "What, you want me to trade in my car for a Jetta just because you flunked out of every private school I ever sent you to?"

"It wasn't for _me_."

"Of course it was." The older man rested a hand on the teen's shoulder. "Don't ever be ashamed of who you are."

Shrugging off the hand, the young man said, "I'm not ashamed of who I am. It's just..."

Narrowing his eyes, the businessman asked, "Just what, Harry?"

Taking a deep breath, Harry opened the door and said, "Forget it." Stepping onto the sidewalk, he called out, "Pete!"

I turned and smiled at my best friend. "Hiya, Harry."

"Harry!" the businessman called, walking up to us in a very nice and professional suit while holding Harry's backpack. "Won't you be needing this?" he asked, a pleasant smile on his face.

Taking the bookbag, Harry said, "Thanks, Dad. Uh..." Gesturing to the man, Harry looked at me and finished, "Peter, may I introduce my father, Norman Osborn."

Offering his hand, Mr. Osborn beamed and stated, "I've heard so much about you."

Shaking it, I replied, "Great honor to meet you, sir."

A proud look in his eye, Mr. Osborn declared, "Harry tells me you're quiet the science whiz. You know, I'm something of a scientist myself."

Nodding to him and making sure not to speak too fast, I said, "I read all your research on nanotechnology, it was really brilliant."

Mr. Osborn's mouth hung open slightly as he asked, "And you understood it?"

"Yes, I-I wrote a paper on it."

A wide smile slowly grew on his face. "Impressive. Your parents must be very proud."

_Oh, Harry, why didn't you tell him _that_?_ I thought. Out loud, I said, "I live with my aunt and uncle and they are proud."

"Hey, you two!" the field trip chaperone yelled. "Let's move!"

Sighing at the missed opportunity to speak with Mr. Osborn more, I offered my hand and said, "Nice to meet you."

Shaking it vigorously, he answered, "Hope to see you again."

Giving him a final nod, Harry and I turned and made our way toward the building. Smiling widely, I nudged Harry and teased, "He doesn't seem so bad, what were you complaining about?"

"Not so bad, if you're a _genius,_" Harry defended. Chuckling, he patted my back and said, "I think he wants to adopt you."

Before I could say anything, two soft and well-manicured hands reached over my face and covered my glasses. "Guess who," teased a feminine voice.

Smiling even in my blindness, I said, "Hey, Gwen." I've mentioned that I'm in love with Mary Jane, but there's something to be said about Gwen Stacy. One of the kindest people you'd ever meet, with bright yellow hair and a smile that can brighten any day.

What? I can compliment other girls, it doesn't all have to be about MJ.

Anyway, Gwen giggled and turned me around so she could give me a proper hug. Once we parted, I took off my glasses and wiped them with a lens cleaner. I could barely make out the image of Gwen and Harry hugging, much less the flustered chaperone waving at us in the distance.

"So how are my boys this morning?" Gwen asked as I put on my glasses. We hurried to catch up to the group right while I was in the middle of a yawn, and Gwen cooed, "Is someone a bit sleepy?"

Nodding, I told her, "I was up all night working on something."

We walked for a little bit before Gwen nudged me and said, "Well, spill it out, Pete. Was it those special lenses you mentioned in History last week?"

"Mhmm. Completely smudge and scratch proof, but I can't fix the size issue."

Harry chuckled and shook his head. "Every guy wants to fix the size issue." He promptly received an elbow to the ribs from Gwen.

"Anyway," I said, smiling. "They're too big for normal eyeglasses, more like goggles, but I can't wear goggles around everywhere."

Gwen tilted her head and asked, "What's the issue with cutting them to size?"

"They're extremely delicate. Every time I try to make them smaller, they crack into spider webs."

"Y'know," Harry chimed in, "I think there's gonna be spiders in the exhibit."

Smiling widely, I replied, "Can't wait."


	2. The One That Got Away

"There are over 32,000 known species of spider in the world," the Oscorp lead researcher declared. We were led into a large circular room filled to the brim with scientific studies, bio-genetic experiments, and the, and I mean, _the_ most advanced electron microscope on the Eastern seaboard. It was a candy store, and I was the lucky little kid with twenty bucks. "Spiders are in the order _Araneae_, which is divided into three suborders..."

"This is amazing," I whispered to Gwen and Harry. "This is the most advanced electron microscope on the Eastern seaboard." I don't think I could hide the giddy smile on my face. "It's unreal."

"Wow," Harry mumbled. Poor guy couldn't see how exciting all this was, but he had his own interests, I have mine.

Gwen, on the other hand, did seem mildly interested. "I'm more into reptiles than spiders," she said. "But that microscope _is_ impressive."

The Oscorp Researcher continued her lecture. "Arachnids from all three groups possess..." I was distracted from what she was saying when I noticed Mary Jane, and by extension Flash, was walking right next to me. Flash was fiddling with her earring despite her obvious annoyance, until she swatted his hand away and looked in my direction. In a flash, my eyes shot forward and found something fascinating in the carpet, but I don't remember what it was. "...constant search for food." The Researcher stopped beside a display contained a hollow log and a yellow spider with black leg tips. "For example, the Delena spider in family _Sparassidae_ has the ability to jump," the spider immediately leapt from the top of its perch to the nearby branch, "to catch its prey."

Not willing to let such a fascinating photo go to waste, I lifted my camera and gestured at the spider's cage. "For the school paper?" The Researcher nodded and I aimed right at the spider and clicked the shutter... just as someone nudged my shoulder and threw off the view. I ended up with a stunning image of the Delena's hollowed log. Looking up, I found Flash and one of his cohorts with smirks on their face. _Someday, I'm gonna drop someone's lunch over your head._

Ignoring my glare, the two bullies pushed into me as the Researcher walked over to another display, this one containing a marvelous spider web spread over the gnarled limbs of an old tree branch. "Next, we have the net web spider, family _Filistatidae,_ genus _Kukulcania..._" Some of the students snickered, but I didn't see what was so funny. Maybe it was the 'Coocoo' sound in the spider's genus name? I don't know, people are weird. "It spins an intricate funnel-shaped web whose strands have a tensile strength," the spider, clinging to a web, began to lift a bundle of grasshoppers up from the floor of its cage, "proportionately equal to the type of high-tension wires used in bridge-building."

I aimed the camera to take a photo of the spider, but one of Flash's goons bumped me again and made me photograph the side of the cage.

Harry noticed what happened and turned to the guy. "Leave him alone."

"Or what?" the guy challenged.

Flash decided to jump in and taunted, "Or his father will fire your father." The two idiots laughed while the guy who pushed me high-fived someone. Flash gripped the front of Harry's shirt and yanked him so they were face to face. "What's Daddy gonna do? Sue me?"

"May I remind you," Gwen spoke up, "that there have been certain laws to act against bullies?" She tilted her head and smiled oh so sweetly. "I'd hate to have to inform my father that someone's being abused at school."

Ah, George Stacy, certainly one of the most intimidating men I've ever met. Captain of the NYPD, I'll never forget the first words he said to me. _"Touch my daughter and die."_ Then we had him over for dinner. Good times.

"_What_ is going on?" the field trip chaperone hissed, instantly silencing Flash and his bros. "The next person who talks will fail this course. I kid you not." He gestured for us to keep with the group as the Researcher stood next to a third spider display.

"This grass spider hunts using a set of reflexes with nerve conduction velocity so fast that some researchers believe it borders on precognition..."

Walking between Gwen and Harry, I muttered, "Those guys are jerks." Both my friends nodded and patted my shoulders. Where would I be without those two?

"...An early awareness of danger." The Researcher shrugged. "A Spider Sense."

Nearby were several smaller cells, each filled with a spider demonstrating a certain ability; jumping, crawling, dragging something, one was even swinging. "Look at that one," Harry said, pointing to one nestled cozily in its web.

"Some spiders," I whispered, "change colors to blend into their environment." Harry and Gwen glanced at the specimen and took a small step backwards. "It's a defense mechanism."

"Peter," Harry said. "What makes you think I would _want_ to know that?"

"Who wouldn't?"

Resting her hand on my shoulder, Gwen chirped, "You're a great guy, Peter Parker, but you've never been one for tact." I merely smiled in response, and we moved on.

"Over five painstaking years," the Researcher announced, "Columbia's genetic research facility..."

Harry stopped us from walking and gestured over to Mary Jane, who had drifted away from her clique and was looking into the specimen cells. Patting my back, Harry suggested, "You gonna talk to her now?"

_Wait, what? _Me_ talk to _Mary Jane Watson_?_ "Oh no..." I turned to Gwen for help, but she had wandered off. "Come on..." Looking up at Harry, I said, "_You_ talk to her."

Lifting an eyebrow and shrugging, he casually strolled over to where MJ was, close enough for her to decide to start a conversation. "Disgusting," she whispered, though she had a big smile on her face.

Nodding, Harry answered, "Yeah, hateful little things."

Suppressing a giggle, MJ said, "I love 'em."

"Yeah, me too." The redhead looked over at him and seemed less than impressed. Barely hiding my own smile, I wandered closer. "You know, um... Spiders can change their color to blend into their environment."

My smile vanished. _I know I said you talk to her, but that was low._

"Really?" MJ asked, looking genuinely fascinated. _Jealousy, thy name is Peter._

"Yeah, it's a defense mechanism." Harry peered over his shoulder at me and gave me a 'What do ya know?' look, then turned to MJ.

I felt a little ashamed that I missed out on most of the Researcher's lecture, so I tuned in to the rest of it.

"...combining the genetic information from all three spiders into these 15 genetically designed super-spiders."

"There's 14," MJ said.

Tilting her head, the Researcher asked, "I beg your pardon?"

"One's missing."

Peering over at the empty cell, the Researcher seemed a bit uncomfortable. "Oh. I... guess the researchers are working on that one."

Pointing up at the machine in the center of the room, Harry said to MJ, "Do you know that this is _the_ largest electron microscope on the Eastern seaboard?" _Not the largest, just the most advanced._

The Chaperone grabbed Harry's shoulder and casually remarked, "You were talking throughout that woman's entire presentation." MJ hid a chuckle from Harry, who was getting dragged away by the Chaperone. "Let's go talk about how we listen. Now, I don't know what it's like at those fancy private schools..."

There I was, just a few steps behind Mary Jane. No Flash, no clique, just her and me. If Harry could impress her with _my_ knowledge, I was sure I could come up with something. "Hey," I said, catching her just as she was turning around. "Um... Can I take your picture? I need one with a student in it." Not a total lie, since I _did_ need at least one with a student.

She smiled and blushed as she answered, "Sure! Where do you want me?" She backpedaled up to the spider display cases. "Over here?"

_Mary Jane _talked_ to me!_ "Y-yeah, that's great." I spotted Gwen some distance behind MJ, grinning ear to ear and giving me a double thumbs up. When I lifted my camera, she quickly stepped out of the way and winked at me.

"Don't make me look ugly," Mary Jane teased.

Shrugging, I said, "That's impossible." Apparently, MJ was not used to compliments, since she blushed a little more and laughed quietly. She stood casually next to one of the jumper spiders, and I snapped the photo right as the specimen was in mid-air. "Perfect," I cheered. It was so exciting to be talking to MJ, I could feel tingles on my hand. She giggled and pointed at one of the papers, smiling brilliantly.

"Was that good?" she asked.

"Great." I lowered the camera to flash a quick smile, then moved it back over my face.

"MJ!" someone called from out of frame. Said beauty looked over and waved at who I assumed were her friends. "Let's go!"

She walked away just as I stammered out, "Thanks!" Instantly, there was a sharp pain on my right hand, like someone had taken an electric rod and shoved it into my skin. Stifling a cry of surprise, I quickly whipped my hand and found a small spider, barely the size of the last digit of my thumb, on the floor. On its back was an abstract pattern of red and blue, but it crawled under the table nearby before I could get a better look. I studied my hand and found two tiny puncture marks right along the vein between my thumb and index finger. The bite was barely ten seconds old and it already looked inflamed, maybe even infected.

"Parker," the Chaperone called. "Let's do it."

As I walked away, the monitor behind me showed an incomplete DNA double helix, then several segments floated in and completed the sequence. Next to them was a list of common spider abilities, which vanished and was replaced by an image of the red and blue spider, and under it were two words in big bold letters: **NEW SPECIES.**


	3. Transformations

In the colossus that is Oscorp Industries, on the R&amp;D level, a trained specialist in a sage green bodysuit floated on top of a covenant-purple hovercraft, shaped like outstretched bat wings and adorned with various untested and experimental weaponry. The specialist descended slowly to the docking pad as Dr. Stromm explained the technical aspects to his guest, General Slocum.

"We've solved the horizon glide!" Stromm yelled over the engine. "And the multi-G balance issues!"

Frowning, Slocum retorted, "I've already seen the glider! That's not what I'm here for." Said device locked into the docking pad and deactivated, allowing the people in the room to speak at normal levels again just as Norman Osborn entered.

"General Slocum, good to see you again." Osborn hid a frown at the other faces beside the General. "Mr. Balkan, Mr. Fargas."

Max Fargas smiled pleasantly. "Norman."

Removing his glasses, Henry Balkan looked less than happy. "Mr. Osborn."

A semi-genuine smile crossed Osborn's face as he walked down the ramp. "Always a pleasure to have our board of directors pay us a little visit."

General Slocum sighed in irritation. "Cut the pleasantries, I want to see the progress report on human performance enhancers."

Dr. Stromm guided the general and board directors toward a display case filled with rats. "We tried vapor inhalation with rodent subjects. They showed an eight hundred percent increase in strength!"

Fargas' brow lifted up in surprise. "Eight hundred percent, that's excellent!"

"Any side effects?" asked Slocum.

Stromm's sail lost its wind. "I-in one trial yes-"

Osborn cut him off. "It was an aberration, all the tests since then have been successful."

"And in the trial that went wrong, what happened?" Slocum faced the two scientists. "What were the side effects?"

Stromm sighed in defeat. "Violence, aggression..." He glanced at Osborn. "And insanity..."

Nodding, Slocum asked, "And what do you recommend?"

"That was only _one_ test," Osborn hissed at his subordinate. "With the exception of Doctor Stromm," he faced the general and gave an award-winning smile, "our entire staff certifies the product ready for human testing."

Slocum noticed the lesser mind looked less than enthusiastic. Lifting a brow, he drawled, "Doctor Stromm?"

Avoiding eye contact with Osborn, Stromm said, "W-we need to take the whole line back to formula..."

Slocum sighed tiredly as Osborn addressed his coworker. "Back to formula?"

"Doctor Osborn!" Slocum called. "I'm going to be frank with you. I _never_ supported your program." He pointed a thumb at a nearby still-in-repair glass case. "We have my predecessor to thank for that."

"Norman," Mr. Balkan said. "The General gave the go-ahead to Quest Aerospace to build a prototype of their exoskeleton design." Balkan removed his glasses. "They test in two weeks."

"And if your so-called performance enhancers have not had a _successful_ human trial by that date," Slocum looked at Osborn from under his brow, "I'm going to pull your funding and give it to them." He nodded curtly at the board directors and walked away. "Gentlemen, ladies."

Left alone, Osborn leaned over a nearby desk and frowned. Who among them would be crazy enough to take an unstable performance enhancer?

* * *

"And the Lord said, 'Let there be light', and voilà!" Ben Parker proudly finished screwing in the light bulb. "There is light." He put the shade back on over the freshly lit bulb. "Forty soft, glowing watts of it."

Ben's wife, May, smiled just as proudly. "Good boy, God'll be thrilled." She pointed sternly at the chair Ben was standing on. "Just don't fall on your ass."

Ben chuckled as he set foot on the floor. "I'm already on my ass, May." He moved the chair back under the table. "When the plant's senior electrician is-is laid off after 35 years, what else would you call it? I am on my ass."

"Hand me that dish," May asked, pointing across the kitchen. "The green one."

"The corporation is downsizing the people," Ben continued as he retrieved the green plate, "and upsizing their profits."

Smiling warmly as she took the dish, May said, "Oh, Ben, you'll get another job somewhere."

Ben sighed. "Well, let's look in the paper and see." He moved out of the kitchen and into the dining room as he opened the newspaper. "There are the want ads, what do we got here?" Sitting down, he listed, "Computer... Computer Salesman, Computer Engineer, Computer Analyst." He chuckled. "My Lord, even the _computers_ need analysts these days." His wife entered with a steaming pot of beef stew. "May, I'm 68 years old. I'm too old for computers, and besides," he gestured at the picture on the wall of him, May, and me at my 7th grade science fair. "I have a family to provide for."

Ben's wife rested her hands on his shoulders and said, "I love you." She embraced him. "And Peter loves you. You're the most responsible man I've ever known." Ben smiled and nodded. "We've been down and out before," she kissed his temple, "but somehow we survive." The front door opened and revealed me, pale and sweaty, followed by a worried Gwen Stacy. "Hi, sweetie, you're just..." Aunt May frowned when I dropped my backpack on the floor. "Just in time for dinner..."

Ben noticed my demeanor but tried to cheer me up. "Hey, how ya doing, buddy? How was the field trip?"

I tried to smile at them, but I was just so tired, it was difficult to even speak. "I, um, I don't feel well, I'm gonna go to sleep."

Uncle Ben stood up as Aunt May asked, "You won't have a bite?"

I shuddered as I dragged my uncooperative feet up the stairs. "No thanks. Had a bite."

"Well, did... did-did you get some pictures, Peter?" Uncle Ben asked.

"Uh..." _Why are the walls so slanted? _"I gotta crash." Just as I closed my bedroom door, I called out, "Everything's fine!" Pulling off and dropping my shirt, I clasped my freezing cold hands together. _Everything is so colorful... _I tried to take a deep breath but my lungs were on fire. Something hit me in the face, and then I realized it was my bed. _Who threw a bed at me?_ Rolling off onto the floor, I managed to snag the comforter and drag it over my icy hot skin. Someone's voice echoed in my head, but I could not remember who it was.

"_In this recombination lab, we use synthesized transfer RNA to encode a entirely new genome, combining the genetic information from all three-"_ A bright flash, a massive spider crawling over an intricate web. _"...into these fifteen genetically designed super-"_ Another flash of light, thousands of spiders crawling on organic structures. I could feel my skin stretching and contracting, muscles breaking down and rebuilding, bones cracking and denting. My wrists and fingers were ablaze as neurons and random electrical impulses shot through their pathways. My eyes opened just enough for me to see the enormous welt on my hand from the spider bite. It burst, and hundreds of _trillions_ of tiny arachnids poured out, smothering me with sheer numbers. One blink later, the spiders vanished but the welt looked even angrier. Wrapping myself up in the comforter, the last image I had before I finally passed out was the red and blue spider staring right back at me.

* * *

After the bedroom door closed, Ben looked over at Gwen with worry. "What's that all about?"

The blonde shrugged and answered, "I don't know, he seemed fine today."

"I think it was the chemicals at that science lab," May said. "It's not healthy for a growing boy to be around so many fumes."

Gwen sighed and rubbed her arms. "He probably caught a simple cold. He mentioned he didn't sleep much last night."

"Oh, working on another one of his projects?" May asked, and when Gwen nodded, she smiled. "He's just like his father."

"You're telling me," Ben chimed. "Sometimes I think he really _is_ Richie." Slapping the newspaper on the table, Ben started up the stairs. "I'm gonna check on him."

May was quick to grab his arm. "Let him get his rest. If Peter thinks he's tired, then he's tired." She smiled over at Gwen. "There is an empty spot at the table, though."

Gwen blushed and shook her head. "I couldn't, it'd be an imposition."

Ben stepped down and patted Gwen's shoulder. "It would be if May hadn't spent hours slaving over the oven to make a hot meal for three people." While Gwen forced down her giggle, Ben pointed at May and himself. "I count two, but Pete's upstairs and there's a lovely young lady standing right here."

"Well..." Gwen tried so hard not to grin. "Daddy _is_ working late tonight."

* * *

"Doctor Osborn, _please_," Stromm urged. It was later that night in the R&amp;D department, and only the two lead scientists were there. Osborn removed a green liquid-filled canister from the rack as Stromm begged, "The performance enhancers aren't ready." Osborn stepped past him and locked the canister into its proper dispersal mechanism. "The data just doesn't justify this test. Now I'm asking you for the last time." Osborn typed in the codes and keys into the computer. "We can't do this!"

Watching the screen, Osborn retorted, "Don't be a coward." He moved away from the computer to type instructions into another. "Risks are part of laboratory science."

"Look, let me reschedule," Stromm offered. "With a proper medical staff and a volunteer. If you just give me two weeks-"

Osborn whirled on him. "Two weeks?" A table extended from the bottom of the gas chamber. "Two weeks?" He removed his lab coat and tie. "We'll have lost the contract to Quest and Oscorp will be _dead_." He began to unbutton his shirt. "Sometimes, you gotta do things yourself. Get me the Promachloraperazine."

Despite his objections, Stromm went to the chemical shelf anyway. "For what?"

"It begins catalyzation when the vapor hits the bloodstream." Stromm offered Osborn a drip, only for the bare-chested businessman to snatch the bottle itself. "Forty thousand years of evolution and we've barely even _tapped_ the vastness of human potential." In one swift move, Osborn downed the foul-tasting liquid and smashed the bottle on the floor. He ignored Stromm's worried frown and set up the braces on the table. Laying down, Stromm proceeded to snap the leg braces over Osborn's ankles, followed by the chest braces. "Oh," Osborn gasped. "That's cold..."

Dr. Stromm typed the next sequence into the computer, and the table carrying Osborn retreated into the gas chamber then stood upright. Stromm stood beside the monitor reading out Osborn's vital signs and frowned at the position he was in. Undeterred, Osborn gave a commanding nod, and Stromm typed the final key to begin the test. He watched as the green liquid container emptied and was immediately heated into a gaseous state. The smoke seeped in through the grates beneath Osborn, and for the first time since the General had visited earlier, he looked nervous.

Heart pounding in his chest, Stromm watched the chamber fill with green smoke, then checked the screen for any signs of change. The scanner showed the performance enhancer was doing its designed task, as Osborn's muscle tissue expanded. Strom's brow furrowed when he saw the levels peak into dangerous territory, but he truly grew scared when the heart rate monitor sped up far past what a human heart should do.

Stromm heard grunts and signs of struggle coming from the chamber. "Norman?" The smoke faded enough for him to see Osborn seizing and thrashing in the restraints. "Norman!" Stromm ran to the console and proceeded to vent the chamber. He looked at Osborn and found horrific white eyes staring at him like a man possessed. Stromm was only able to look away when Osborn stopped moving and the steady drone of a flatline caught his attention. "Oh, my God!" He opened the chamber and ran inside. "Norman!" Despite not being a medical doctor, Stromm knew that pressing against Osborn's chest while the man was vertically suspended had absolutely no chance of success, but Osborn was his friend and damn it all if he did not try. After several rough pumps, Stromm glanced at the monitor to find Osborn's heart had started beating again. Sighing in relief, the scientist turned to Osborn, only to have a vice clamp around his throat. That vice was actually the hand of a very awake and very _angry_ Norman Osborn, who was both snarling and smiling at the same time.

"Back to formula?" Osborn threw the scientist through the glass casing and into some electronic equipment. Leaning over the side of the chamber, Osborn grinned and, like the vicious tiger released from his cage, pounced on Stromm's broken body.


	4. A New Me

I awoke with a sharp jolt, like someone poked my head with a cattle prod. Lifting my head, I slowly looked around the room, taking in the colors and posters lining the walls. My gaze eventually landed on the clock on my nightstand.

8:00! _I'm late for school!_ Plucking up my glasses, I winced at the sudden blurriness when I put them on. I looked into the mirror on my door and studied my face. A bit of stubble, but otherwise intact, but when I put the glasses on, it was like someone put a wall of frosted glass over my face. I removed the glasses, and everything was clear. Back on, blurry. Back off, clear.

"Weird..." I set the eyewear on the shelf and nodded at my muscles before walking off... and then I immediately turned back. _Muscles?_ I recognized my face, but the body attached to it looked like something out of a comic book. Full pectorals, broad shoulders, even a six-pack! _And how did I get a _tan_?_ I flexed, barely hiding a grin as my biceps bulged. _Well, look at you, Mister Fantastic!_

There was a knock at the door and Aunt May called, "Peter?"

"Yeah?" I asked casually.

"Are you alright?"

"Uh..." I moved a bit, watching the muscles ripple under my skin. "I'm fine."

"Any better this morning?" Aunt May asked. "Any change?"

"Change?" I looked down. "Yyyyep!" I smirked up at the mirror. "_Big_ change!"

Aunt May sounded exasperated as she ordered, "Well, hurry up! You'll be late!"

"Right." I turned around and plucked up a random shirt from the drawer, then looked out the window just as Mary Jane strolled past. I smiled slightly as the girl of my dreams quickly fluffed her hair and walked out of view. Taking a deep breath, I moved away from the window and back to the mirror. "O-Kay."

As I headed down the stairs, something inspired me to do a bit of acrobatics, despite my previous history of poor coordination and balance. I clung to the stair rail and leapt up, running my feet along the opposite wall. I bounced off and landed perfectly on my feet next to Uncle Ben as he sipped some coffee.

The thud surprised him as he tried to save face. "Jeez, I thought you were sick!" he teased.

Grinning, I said, "I got better," and reached for my jacket and backpack.

Aunt May smiled and patted Uncle Ben's shoulder. "See?" she asked, a knowing smile on her face.

"Bye guys!" I called as I crossed the living room.

"You haven't eaten anything," Aunt May protested. "Have you got your lunch money?"

I scooped up the dollars I needed from the bowl we specifically set for Lunch Money. "I got it!"

"Hey, Michelangelo!" Uncle Ben called. "Don't forget: We're painting the kitchen right after school, got it?"

Nodding, I said, "Sure thing, Uncle Ben." I pointed at him. "Don't start without me!"

He gave me a thumbs up. "And don't start up with me." Just as I opened the door, I heard him chuckle and say, "Teenagers. Raging hormones, they never change."

I hurried down the steps and settled my backpack properly just as I heard someone shout, "You're trash!" I looked over and saw MJ storming from her house, her father following after her. "You're always gonna be trash," he pointed his thumb towards the house, "just like her!"

"I have to go to school!" MJ said, trying to hide tears.

"Eh, who's stoppin' ya..." Mr. Watson turned around and slammed the door behind him.

I quickly followed after MJ, already preparing a speech for something to say. _"Hey MJ?" Nah, more assertive. "Hey, MJ." Much better. "Listen, I heard what happened." Good, good so far. "He's an idiot, don't listen to him." Mhmm, mhmm._ In real life, she stopped by the cross walk and I stood a few feet behind her, facing towards the street. _"You're not trash at all. In fact, how about we get together sometime and do something fun?"_ A car pulled up and two girls shouted at MJ, something about getting a car. MJ put on a grin and hopped into the backseat._"We could get to know each other better..."_ The car drove away. _"Or not."_

I sighed and watched the school bus pass me as well. _School bus? Aw, come on!_ I chased after it, _again_, and pounded on the side, _again_, as the kids on board laughed at me, _again_. "Sorry, Parker!" the driver yelled. "The bus is full!" _Baloney, I can see empty seats in there!_

"Hey!" I punctuated it with a hard knock. "Stop the bus!"

"Catch a cab!"

I pounded on the paper sign. "Tell him to stop!" I immediately slowed down when I saw the paper stuck to my hand and promptly ripped right off the bus. I stopped and flung my arm around, trying to get the paper off, but it was stuck like glue. Grabbing at it, I yanked hard and finally freed my hand. _What was that about?_ Looking down, I didn't see any glue or adhesive on my hand or the paper, but I had to think about it later, as a car was honking behind me.

* * *

In the Osborn penthouse, Harry was on his way to school when he passed by an open doorway. Glancing inside, he saw his father laying face down on the floor. Harry quickly ran inside and dropped his backpack. "Dad?" He shook Norman a bit, eliciting a groan. The man's shirt was wrinkled and had pit stains, but he looked relatively fine. Still, for good measure, Harry asked, "Are you alright?"

Norman looked up at him and sighed. "Harry." He tried to sit up but his muscles were aching and he had a tremendous headache.

Harry helped him crawl up into the nearby chair. "What are you doing on the floor?"

"I dunno," Norman slurred. He pressed a hand against his temple to ease the throbbing.

"Have you been there all night?" Harry asked carefully, noticing the unopened bottle of whiskey on the desk.

"Uh..." Norman looked away, not out of shame or fear of discovery, but out of a genuine attempt to remember what happened. "Last night... I was-" A picture flashed across his eyes, one of Dr. Stromm flying into electronic equipment. Shaken, Norman stared at his son.

Furrowing his brow in worry, Harry grasped his shoulder. "What?"

"...I don't remember."

"Mister Osborn!" someone called from outside the room. A woman in a black pantsuit stormed in, but she looked more worried and concerned than angry.

"Sir," Bernard, Norman's butler, followed the woman. "I asked her to wait in the foyer."

Standing up, Harry addressed the businesswoman. "I'm sorry, my father's not feeling well."

"This takes precedence," she said, again sounding more worried than angered. "Mister Osborn, Doctor Stromm is dead."

Norman paled. "What?"

"They found his body this morning in the lab. He's been murdered, sir."

Norman twitched. "What are you talking about?"

As though she did not hear, the woman continued, "And the flight suit and the glider..."

"What about it?" Norman seethed.

"They've been stolen, sir."

* * *

Since I had to walk to school (apparently there are no other buses _except_ the one that passed me), I missed my first class and half of the second. I sat down at my desk and pulled out the required notes and textbook for the third class. I felt a surge of sharp heat at the base of my neck and, on a random impulse, said, "Hey Gwen."

I turned around to find Gwen standing right above me, hands ready to cover my eyes. "How'd you know it was me?" she asked. _Is it me or does she look nervous?_

"Uh..." How _did_ I know it was her? "I could... smell your perfume?"

Gwen stared at me for what felt like forever, then shrugged and sat beside me. "How are you feeling, Pete?" She reached up and felt my forehead. For a heartbeat, I was terrified that whatever happened with my hand would happen to hers, but she calmly pulled away. "You seem fine..." She trailed off and stared at my arms. "Peter... why do you have muscles?" I frowned in confusion and looked down. Sure enough, my arm muscles were a bit snug in a shirt that was made for a lanky kid. "That came out wrong," Gwen said. "I mean, of course you have muscles, but..." She gestured and poked my shoulder. "How did you get so _buff_?"

Before I could say anything, the teacher stood up front and began the class. It was fairly boring, until a small slip of paper touched my hand. Without skipping a beat, I opened the note on top of my actual notes and read Gwen's neat handwriting: **You're hiding something.**

I gulped, answered a question put forth by the teacher, and scribbled: **I'm fine. Really.**

When she read it, I heard her growl in irritation. She handed the note back: **Lousy Liar, Peter Parker.**

I couldn't help but chuckle at the painful rhyme. "Parker?" the teacher asked. "Something tickle your funny bone?"

"Uh... No, sir."

"Good. I'd hate to think this was all a joke to you."

I nodded and he turned away, then I wrote down: **I'm not lying, I'm perfectly fine.**

Gwen clenched her jaw so hard I thought she'd break it. She handed the note back: **Something happened to you, but if you want to keep it to yourself, fine.**

_Oh boy, I can _hear_ her anger._ When the bell rang, I turned to talk to Gwen, but she put up a hand to silence me and stormed off. I sighed and knew that lunch was going to be lonely if Harry didn't show up.


	5. School of Hard Knocks

Harry didn't show up. Gwen was mad at me. I couldn't explain to her what was happening, because _I _didn't understand what was happening. She was right, though. Something was happening to me, but I needed to figure it out on my own. I sighed and scarfed down the school fries as someone passed by. That same stab of heat blossomed at my neck, and before I knew what was happening, I spun in my seat and caught the girl, who of course turned out to be MJ, as she slipped in a puddle of orange juice. Her lunch tray flew into the air, but my hand was already in place, catching the tray, apple, sandwich, milk, and jello, in that order.

How did the items not bounce all over the place? I have no clue, but it looked cool.

"Wow!" MJ laughed. "Great reflexes!" She took her tray and looked at me. "Thanks."

_Quick! Say something clever!_ "No problem." _A real poet, I am._

MJ's smile grew small but more genuine. "Hey, you have blue eyes," she said. "I-I didn't notice without your glasses. Did you just get contacts?" She was so beautiful, with that smile and her eyes and her hair, the words I wanted to say before betrayed me and left me for dead. I simply smiled at her, happy that she interacted with me. "Well," she laughed. "See ya." She walked past me and sat down, leaving me alone once again.

_Ugh, why couldn't I at least ask how she was?_ I would have kept the pseudo-conversation if Flash wasn't sitting at the table with MJ. It was so unfair, all I wanted was to talk to her without worrying about a fist smashing into my teeth. What was his problem, anyway? We used to be friends way back when, then he suddenly quit talking to me and took to calling me Nerd and Geek and whatnot.

I sighed and flopped down on my seat, ready to brutally massacre my apple crumble, but my fork was missing. _Juuuust great. _Where could it have gone? I looked under the table. Nada. I checked under the tray. Zip. I went to hold my temple and found the utensil... on my hand. Not _in_ my hand, like when you're looking for your glasses and you realize they're literally on the tip of your nose, but sticking _to_ my hand, as though it were glued there. I whipped my hand but the fork wouldn't budge, so I pulled at it and successfully dragged it off my skin... along with a sticky residue vaguely resembling a web.

_What the heck is this?!_ I tugged harder and the strains snapped and freed the fork. Sighing, I tried to close my hand into a fist to steady my nerves, but a thick rope-like strand shot out of my wrist and grappled the abandoned lunch tray on the table across from me. _Ooookay, this is new. Who leaves a lunch tray all by itself anyway? There's still food on it!_ I looked to the left and right, but nobody seemed to be paying attention. _How are they not seeing this?!_ Thinking I had better get rid of whatever just happened, I yanked on the rope to discreetly catch the tray and play it off like it was no big deal.

That was the plan, at least. I did yank, but having muscles means I have _strength_, which means the tray came a _lot_ faster than I thought it would. I quickly ducked to the side and dodged the missile, only to hear the '_splat!'_ behind me. I turned around and closed my eyes the second I saw the spinach and mac n cheese stuck to Flash Thompson's back.

_Better skedaddle, _I thought. I speed-walked toward the door and ignored the students saying, "He's freaking weird." I opened the door and quickly headed for my locker, only for me to realize the lunch tray was still wired to my wrist. I pulled against the rope, propping my foot against the wall for leverage, and finally freed myself from the killer lunch tray. As I marched down the hall, I rolled up my sleeve to investigate and quickly regretted it.

There was a silky patch stuck to my forearm, just below the pulse point of my wrist. It looked like a flattened cocoon of some sort, but I hid it away so no one else could see and ask questions. _Ah! There's my locker._ I fumbled with the lock, only for my fingers to stick to the pad and mess up the combination. It was an on and off fight; sometimes my fingers stuck, sometimes they didn't.

Just then, I felt that surge of heat at the base of my neck and something new: My perception literally popped out of my eyes and flew around the hall, but everything was moving in slow motion. I could see without truly seeing what happened around me...

**The paper airplane thrown by the kid in the jean jacket...**

**The fly hovering by the fire alarm...**

**The spitball freshly blown from a straw...**

**Flash's fist coming right for my...**

Instinct kicked in and moved my head to the right, just as previously mentioned fist smashed into my locker and dented it. I backed up and Flash hovered over me as students surrounded us. "Think you're pretty funny, don't you, Freak?" I tried to move away but too many people were in my way. I was caged in with Flash. An _angry_ Flash.

"It was just an accident!" Mary Jane yelled from behind me.

"My fist breaking his teeth," Flash growled. "_That's_ the accident."

"Flash, stop!" I heard Gwen cry. I dared a glance over my shoulder and found Gwen, MJ, and even Harry standing together behind me.

_If Flash punches me, I'll go flying into them!_ "I don't want to fight you, Flash," I pleaded.

"I wouldn't wanna fight me neither! Come on," he challenged, raising his fists like a boxer. This is when everything got _really_ weird. He threw a punch, but not only did I instinctively dodge, the fist itself was moving so slow! He threw another but it was just as sluggish. He huffed and punched a third time, slow enough for me to step to the side, glance at the fist, look at Flash, look back at the fist, and watch it retract. Was he trying to let me win or something?

Flash tried a clothesline but I ducked backwards like in that Keanu Reeves movie. I looked down (or was it up? Everything was flipped) and saw Gwen, MJ, and Harry staring at me with worry, confusion, and amazement respectively. I sorted myself and moved to the other side of the pseudo-arena so that Flash was between me and my friends.

MJ nudged Harry and said, "Help him!"

That surge of heat struck again, only instead of dodging to the left or right, I leapt into the air! I had enough airtime to do a blackflip, then another, a third even, and touch back down like all I did was perform a hopscotch. _That was cool! But why did I even do that?_ I saw one of Flash's goons beside him. _Oh..._

"How'd he do that?" a student asked.

Harry stood with mouth agape and murmured, "Which one?"

The goon glanced at Flash and muttered, "All yours, man."

Flash shoved him out of the way and began his final assault: Left hook, right haymaker, left uppercut, right haymaker, left hook, right jab. I dodged the first three punches, blocked the next two, and caught the last one. I was so surprised that I managed to deflect and parry all of his blows like a trained fighter, that I didn't notice I was crushing his arm. Figuring the appropriate level of strength, I punched him right in the sternum. I... miscalculated. He went flying and miraculously failed to hit anyone on the way. The bully slid down on the floor until he bumped into a teacher. It seemed the universe was on my side, because the teacher was carrying a lunch tray that teetered over and plopped Salisbury steak, mashed potatoes, and a healthy green veggie all over Flash. I had done it. I had beaten Flash Thompson in a fist fight, without taking any damage! Johnny Cage would be proud.

I couldn't help the smile on my face even as MJ and Gwen stared at me in bewilderment. I somehow failed to notice that I was still holding my fist where it struck Flash until his goon repulsed at me, "Jesus, Parker, you_ are_ a freak!"

_Wait, what?_ I dropped my arm and let out a deep breath. Harry walked up to me and patted my shoulder, confusing me even more. _Why did I not lash at him?_ "Peter," he said. "That was amazing!" _No..._ I backed away from him. _This is wrong. One punch cannot send a weight-lifting teenager flying down the hall like a ragdoll._ I saw my chance and took it, darting down a different hallway and out the door. I heard Harry cry my name, but I ignored it.

I needed to find out what was wrong with me, before I got someone else hurt. Or worse.


	6. Whatever A Spider Can

It was a while before I ran out of breath. It seemed my stamina had been boosted as well, though I had a lot of practice chasing buses. I ducked into an alley and leaned on my knees to catch my breath. I was excited and anxious about what was happening to me. On one hand, I knocked Flash down the hall with a single punch. On the other hand, _I knocked Flash down the hall with a single punch!_ It was difficult for me to get a grip on how wrong that situation was, but you can't blame me for enjoying a little payback.

Once I recovered enough, I examined the silky patch on my wrist. It was a white fluid sac that seemed to have imbedded itself in my arm, but it didn't hurt or show any sign of malignancy. I checked the other arm and, sure enough, there was a sac there too. What was happening to me? I was sticking to things, anticipating dangers, and spinning webs!_ I can do anything... a spider... can..._ I quickly looked at the bite mark from the day before. It had grown smaller and resembled a pimple or blister, but I could also see the reddened vein underneath it.

_The spider bite...? No, that only happens in comic books..._ I glanced up and just happened to find a spider climbing around its web. What a coincidence that there was a spider in the alley I chose to rest in. _Although... maybe not a coincidence..._ After watching the arachnid basically walk on its own web, I looked down at my hand, the thumb specifically. How could I stick to things? Was my skin infused with a biological adhesive? I closely examined the pad of my thumb and found something incredible: Tiny barbs were protruding out from between the ridges of my fingerprint. There were millions of them, all just transparent enough for no one to notice at a glance.

I looked up at the spider and then to the wall it was attached to and frowned. _These barbs can't possibly be strong enough to hold my weight. Cling to paper, sure. A fork, no problem. But a 19-year-old with muscles and bones far heavier than any spider?_ I shrugged and pressed my hand against the wall. It didn't _feel_ like I was stuck to the brick, until I tried to lift myself up. My hand slipped and I remained firmly on my feet. _Figured as much._ I sighed and looked at my hand, then realized that the barbs were only on my fingertips, not the palm of my hand.

_Seriously? The surface tension can not be enough to support me..._ I glanced up at the wall. _But then again... I shouldn't have these barbs in the first place..._ I pressed my fingers against the brick, then did the same with the other hand. I pulled up... and stayed there. _No. Way._ It must have been a subconscious trigger, but I was able to detach one hand easily and place it higher. Using my sneakers as support, I started scaling the wall, only feeling the most minute of tension in my fingers. It was incredible! I was _climbing_ like a _spider_! I looked down and found that I was a good twenty feet off the ground. In fact, I was closer to the roof than I was to the floor.

Vaulting over the lip of the building, I walked around, oblivious to my surroundings. I was in a state of shock and awe, mostly the latter. I don't know how or why the spider bite gave me its abilities or why I didn't further mutate into some sort of man-spider, but I wasn't complaining. It was so exhilarating, I felt the need to jump in excitement! I immediately recalled the fight and my triple backflip. That couldn't have been just reflexes. My leg muscles had to have that amount of strength, otherwise I would have flopped over like a boneless chicken wing.

Sorry, KFC, no endorsements here.

I took several deep breaths as I marched to one side of the building and faced the opposite way. _If I can do three backflips in a row, I can long jump across this building and on to the next one..._ I took off, charging energy into my legs as I quickly reached the ledge of the building. I kicked off and soared far, like Mario on Tiny-Huge Island, and landed safely on the next building. The excitement got to my head and I kept running and jumped to the next building. I didn't realize until after I landed that I was hollering and whooping at the top of my lungs. Hopefully no one was watching. I continued the marathon and leapt to the third building, then finally the fourth, while some kids played in the space between.

I landed hard on the roof and winced at the shock in my legs. _Lesson learned, try to reduce impact velocity._ The building was across the street from a crane that was hoisting up an AC unit to a small apartment complex next to a deli with a big billboard on its roof. The crane was stable since the workers had taken a break, which meant that it was the perfect opportunity to try shooting a web. After all, I proved that I could do it, it was just a matter of figuring out the mechanics.

It seemed simple enough, point and shoot, so I reared my arm back, counted to ten, and flung my arm at the crane. "Go Web!" Nothing happened. I glanced at my wrist and twirled it. "Fly!" _Huh. This is unexpected. Maybe I need a catchphrase?_

"Up up and away, Web!" _Nada._

"Shazam!" _Zip._

"To the Webmobile!" _Zilch._

"By the Power of WebSkull!" _...Never say that again._

"Go Go Gadget Web-Shooters!" _Maybe it needs a certain hand signal?_

I flung out my hand with the fingers curled into a thumbs up. "Go!" I tried again with a rocker sign. "Go Web Go!" I even tried wiggling my hand back and forth, but still nothing. Frustrated, I clenched my fist... and out shot a strand of web that flew down onto the opposite building's roof. _Ah! The trigger is the center of my palm!_ I aimed my hand with my ring and middle fingers ready to press my palm while the pinky and index fingers extended out, joined by my thumb. I pressed in, and another web strand launched out. It sailed through the air and disappeared between the deli and the apartment building. _Now for the crane..._ I braced my other hand against the firing arm and aimed at the criss-crossing metal above the billboard.

I fired and the web latched easily onto the metal structure, then I quickly caught my end of the web before it could fly away. Hopping up onto the ledge of the building, I surveyed the distance between me and the crane. _I can do this,_ I cheered. It was simple, all I had to do was swing down and let the momentum carry me up to the other building. Taking a deep breath, I muttered, "Tallyho," and jumped.

The second my feet left the building, I screamed. As it turns out, I completely misinterpreted the mechanics of swinging. As I curved through the air, screaming at the top of my lungs, I reached the deli roof and skidded my feet against the gravel. That didn't work as the billboard that I pancaked into kindly demonstrated for me.

* * *

Gwen had followed after Peter, but he vanished before she could catch up. It was bad enough that she was skipping school, but now she had lost sight of the reason for it. "Peter Parker, when I get my hands on you..." The blonde sighed and shook her head. She spotted a nearby hot dog vendor and smiled. It was a quick affair, and once she had it, Gwen devoured the hot dog, since she skipped lunch to avoid Peter. She originally wanted to stay away from him for the rest of the day, but that fight with Flash changed her mind. _If you could even call that a fight,_ she snorted.

Gwen was unsure what bothered her more; that Peter humiliated Flash in front of the whole student body single-handed, or that Peter was even able to do it. She knew Peter since middle school and he was, to put it kindly, a total pushover. The guy was so scrawny that she was worried he was being mistreated at home. Thankfully, when she and her father had dinner with May and Ben Parker, her fears disappeared.

The blonde ran a hand through her hair and sighed. Where could Peter be? For all she knew, he could be lost, trapped in an alley, mugged, in a car accident, standing on the roof across the deli... _What._ She focused on the man standing on the building and realized that, true enough, it was Peter! She instantly panicked and jumped to the conclusion that he was going to jump! That was when she noticed he was holding something. Some sort of thin rope that extended over to the crane above the deli. _How did Peter get that rope? And WHY does he look like he's gonna jump?_

Gwen was stunned silent as she watched Peter swing down from the building, slam into the billboard, and slide out of sight. She glanced around but everything seemed normal as usual. _Are you kidding me?! _she mentally screamed._ **No one **saw that?!_


	7. Cool Car

It took the rest of the day, two bus rides, and a helpful corner gal named Vicky, but I finally made it home. I went inside at just past 8, but it looked like Uncle Ben and Aunt May had gone to bed already. It also occurred to me that I had left my stuff at school until I saw a bundle on the arm chair. The bundle was my hoodie, books, and a note on top: **We need to talk, G.**

I sighed and headed into the kitchen, where I found that it had been painted already since the tray and rollers were still out. I looked down at the floor in shame. I promised Uncle Ben that I would be there to help, but I let him down. I found another note on the kitchen sink: **Michelangelo! Meatloaf and veggies in oven.**

Something slammed, and I looked up to see Mary Jane's house across the way. Her father was cursing up a storm, it seemed. That was nothing new, he'd been yelling for a few years now. The cops had investigated but no one showed any signs of abuse, no bruises or cuts or scrapes. There was just yelling and cursing, yelling and cursing. I couldn't really hear what Mr. Watson was going on about, but I wasn't trying. No way was I going to eavesdrop on the neighbors, even if they were loud enough to wake Manhattan.

I bagged up the trash and took it outside just as Mary Jane herself slammed the door behind her. I glanced at her but kept walking to the garbage can. She was obviously distracted, as would anyone after a fight like that, and only noticed I was even outside because the lid of the garbage can made noise as I topped it.

"Were you listening to that?" I blinked and looked over at her. She sounded like she was accusing me.

I shook my head and said, "No. Well..." I winced. "I heard, but I was just taking out the trash."

MJ's shoulders sagged. "I guess you can always hear us."

She looked so defeated that I could not bear to leave her by herself. "Well... everybody shouts."

"Your aunt and uncle don't," MJ muttered.

"Oh, they can scream pretty good sometimes." I gave her what I hoped was an understanding and thoughtful smile. "You wouldn't believe the scolding I got when I walked into the girl's locker room." MJ's jaw dropped and her eyebrows shot up. I shrugged and added, "I was eleven and someone had taken my glasses." That _someone_ happened to be Flash in one of his first harsh treatments of me, but I wasn't going to openly badmouth him in front of his girlfriend. Said redhead was looking at me strangely, like she was trying not to laugh but also keeping her distance. I wondered why until I recalled the lunch brawl. "Uh... Listen, MJ, about... today at school with Flash..."

"You really freaked us out." I remembered the look on her face when her boyfriend was lying on the floor thirty feet away. I'm sure she was concerned for him but she looked very anxious and, as she said, freaked out.

"I'm sorry... Is he okay?"

MJ shrugged and said, "He's just glad you didn't give him a black eye for graduation." I looked down at my shoes and was about to head inside when MJ asked, "So where are you going after you graduate?"

"Uh..." The question caught me by surprise. I figured I might as well keep the conversation going. "I _want_ to move into the city." I smiled and leaned on the chainlink fence separating our yards. "Hopefully get a job as a photographer and..." I shrugged, "work my way through college." I nodded my head at her. "What about you?"

"Headed to the city too." MJ looked at her house and her jaw clenched. "I can't wait to get out of here. I wanna..." She sighed and wrapped her coat a bit tighter.

"What? You can tell me."

Mary Jane looked me in the eye, waited for a few seconds, then said, "I wanna... act... on stage..." She blushed and glanced away.

"That's perfect!" Her head snapped back and she openly gaped at me, but now I was on a roll. "You were awesome in all the school plays!"

"R-really?" Her smile was small and tight, but maybe that was her trying to keep a grin back.

I nodded enthusiastically and said, "I cried like a _baby_ when you played Cinderella."

The smile all but vanished except for the corners of her lips. "Peter, that was first grade."

My enthusiasm quickly mutated, no pun intended, into embarrassment. "Even so... Sometimes you can just... see things coming?"

MJ smiled a bit more. "What do you see coming for you?"

I chewed on my lip in thought. It was such a simple question but there were a million and one answers. "I don't know," I admitted. "Whatever it is... It's something I've never seen before..."

"And... for me?"

"You're gonna light up Broadway," I said instantly. There was no doubt in my mind that she would make it with flying colors. I saw her blush and realized that I was probably embarrassing her. I stood straight and cleared my throat to save face.

"You know," MJ said casually. "You're taller than you look."

I fumbled with my words and blurted, "I hunch."

The red-haired beauty winked and told me, "Don't." I heard a car engine pull up near our houses, and when I turned, I saw Flash Thompson standing beside a really nice car.

"Hey, MJ!" he called. "Come take a ride in my new birthday present!" _Tempting, but his birthday was two months ago._

Mary Jane looked at me and smiled apologetically. "I gotta go, Tiger."

I blinked. "Tiger?" She winked again and turned away. Like a switch was flipped, she ran over to Flash's car and started gushing about how shiny it was. He said something about not scratching the leather or some such, and they drove away. "Cool car," I muttered, then something clicked.

_If Mary Jane is impressed by a shiny car, then I need a shiny car to impress Mary Jane, or at least get her interested enough to get some coffee or something. Y'know, take it slow._

I grabbed my stuff and the newspaper, since Uncle Ben always left it on the coffee table in the living room no matter how many times Aunt May hassled him for it, and headed up to my room. Plopping on my bed, I immediately headed to the car dealers. _Let's see... Cadillac El Dorado for under thirty grand?! Jaguar XJ-6 for twenty five?! What's this world coming to when a man can't even buy a car for a woman?_ I flipped the page and looked at the used cars. _Much more manageable... Triumph TR-3 for nearly five thousand dollars... Healey MK III for under four... Ehh, getting better... Aha! Sport Convertible for $2598._ Something caught my eye below the car deal. It was an advertisement for some wrestling gig... but it paid three grand, more than enough for the Convertible. _Huh, convenient that the ad is just below what I need to buy and offers enough money for it. Oh well, never look a gift horse in the mouth._ I kept reading and saw that the ad requested the challenger to last three minutes in the ring and that colorful characters were a must.

The goal was simple: Dress in colors and last three minutes in a wrestling ring, get paid enough money to buy a car, then buy the car, then talk with MJ some more, get to know each other better. The goal was _simple_, but how the heck would I make a costume? That was when I saw Gwen's note. I bit my lip nervously. _She's gonna want answers, and I owe her after she brought my stuff..._ I rarely, if ever, called Gwen's house since her father was almost always the one to answer. Still, Gwen would be furious if I didn't at least call and tell her I was alright...

* * *

Captain George Stacey sat at his home desk, reading over a recent case file. Another thrift shop robbery, no casualties, but no arrests. The suspect was identified as Dennis Carradine, a small time crook, but he managed to slip away before the officer could arrive. George rubbed his forehead to stave off a headache and then groaned when the phone rang.

As a precaution in the event of someone prank calling or threatening his home, George made sure to keep one of the house phones on his desk. Picking it up, he stated, "Stacey Residence, this is George speaking." There was silence on the other end, though George thought he heard someone grumble about the unfairness of the universe. "Either hang up or talk before I trace this call."

"Uh... Hey, Mis... Capta..." George lifted an eyebrow. "Hello, Mister Captain Stacey, this is Peter Parker."

George chuckled and nodded. "Parker, good to hear from you."

"You too, Sir. Um... is Gwen there?"

The Captain was not surprised that the teen wanted to talk to Gwen. He did not hold it against the boy, in fact he approved of Parker as his baby girl's friend. _Only_ her friend. "One moment." He covered the mouth piece and hollered, "Gwen, you got a phone call!"

"Thanks!" The blonde picked up the phone from the living room and said, "Hello, this is Gwen speaking."

"Hey, Gwen!"

"...Peter? Are you alright?"

"Ye- well... Um... Y-you said you wanted to talk?"

Gwen nodded and clenched her jaw. "I did, but not over the phone. How about noon tomorrow at the Starbucks down the street?" She hoped very dearly that he would say yes.

"Sure, that sounds fine."

"Okay. I'll see you then." Gwen made to hang up the phone but heard Peter say her name. "Yes?"

"Um... thanks for bringing my stuff home."

A smile smile graced her lips. "You're welcome, Pete. See you tomorrow." After hanging up, Gwen numbly sat down in the arm chair she was using before the call. She did not know what to expect from tomorrow's talk, only that it would be very tense and awkward. She could only hope that Peter would be honest and that that honesty would not be something appalling like drugs or gangs. After the incident with Flash, for all Gwen knew, Peter had turned into some kind of superman...


	8. The Talk

The next day, I was on my way to the Starbucks just as Gwen requested. It was good that it was Saturday. I was obviously nervous because I knew she would expect the truth, but I honestly didn't think she could handle the truth. Still, she was one of my best friends, so I had to go in and give it my all and hope for the best. Entering the cafe, I found Gwen easily by her blonde hair, sitting by the window well away from other people. I sat down across from her and avoided eye contact at all costs.

"H-hey Gwen..." I said, hoping to get a gauge on how she was feeling.

Said blonde tapped her fingers against her otherwise untouched drink and mumbled, "Hey..." The silence was deafening. So much tension that I probably could have shot it with a web. Gwen looked fairly calm but she refrained from making eye contact as well. We sat there for a good five minutes, not speaking, not looking at each other, until Gwen finally took the first step. "Peter... what's been happening to you? You went from meek but lovable to sending Flash Thompson down a hallway with one bare hand." She took a sip of her now-cold coffee. "I know you, Peter. We've been friends since middle school when we were set up as lab partners to work on a reptile presentation." She reached over and held my hand. "I'm worried, Pete. I really am."

I licked my lips as I considered what to say. What _could_ I say? She'd never believe that I got bit by a genetically engineered spider and inherited its abilities. "I'm fine, Gwen." The grip on my hand tightened almost painfully and I realized that that was not the right thing to say.

"Peter." Gwen's voice became cold. "I saw you jump off a building and swing, _swing_, into a billboard. For God's sake, Pete, you're showing the signs of..." She trailed off and let go of my hand, then sipped her drink with trembling lips. "Peter, are you doing drugs?"

I frowned and blurted, "Wha- No! I was... was..."

Gwen leaned forward. "You were...?" Her voice was softer now, almost afraid of what I was going to say.

I sighed and counted back from ten. Gwen was right. I was acting like a delinquent, and Gwen would certainly be able to tell if I was lying. "You remember... the field trip two days ago?" Gwen nodded. "Remember when... Mary Jane said there was one specimen missing...?" Her eyes widened as she nodded again. I lifted my hand and pointed to the remnants of the spider bite, now just a small pinkish bump. "It bit me. Somehow, its DNA passed to me and..."

"And now you can do whatever a spider can?" Gwen interrupted. She sounded bewildered, which was natural, but also very worried. I nodded and waited for her reaction. It didn't come. She just stared at me, her face a complete blank, for what felt like forever. The only sign she was even alive was her breathing.

"It also gave me super strength," I said, hoping to keep the silence from growing too loud. "That's how... I managed to beat Flash with one punch..."

"And avoid all of his..." Gwen added. She licked her lips and swallowed a lump in her throat. "Have you..." she shrugged helplessly, "told anyone else? Does anyone know?"

I shook my head and answered, "No one but you."

Gwen held a hand to her forehead and groaned. "Peter, you need to see a doctor..."

"What? Why? I feel fine-"

"Yes, you demonstrated that when you thought it would be a good idea to jump off a building with only a tiny rope keeping you from splatting on the ground like... like a bug!" Gwen closed her eyes and took in a deep breath through the nose. "This... whatever _this_ is, is too dangerous. What if your lifespan is now only a few weeks because that's how long most spiders live?"

I cleared my throat and said, "Actually, the shortest lifespan is a few months..."

Gwen silenced me with a very icy glare. "Not. Helping."

I furrowed my brow and asked, "What's the big deal, anyway?"

"The _big deal_ is that you have undergone an unnatural and unprecedented change in your biological makeup. For all we know, your spit is venomous, you have six other eyes hidden beneath your hair, and there's an eggsac in your belly! And even if not, how do you know this won't grow out of control and turn you into some kind of... of... Man Spider?"

I sighed and leaned back in my seat. I knew it was a bad idea to tell Gwen the truth. She obviously accepted it and was now trying to tell me that whatever happened was bad. "Gwen, I think you're overreacting."

The blonde tilted her head and asked, "How exactly am I supposed to react, Pete? This is scaring me more than it should be scaring you. We don't know the consequences of being bitten by a radioactive spider..."

"Genetically engineered..."

"Whatever!" She dropped her face in her hands. "I'm scared for you, Peter," she mumbled.

I reached over and took her trembling hands in mine. "I'm sorry, Gwen... I didn't mean to..."

"Don't be sorry for telling the truth," Gwen said. She squeezed my hands and offered a half smile. "I-I'm glad you did but... I'm just afraid that... you'll lose yourself in whatever this is..."

I smiled back at her and said, "With a friend like you, I'm sure I'll be just fine."

Gwen sighed and leaned back with her hands still in mine. "I still think you should see a doctor, just to get a reading at the least, but... well, it's not like I can just push you down there myself, can I?" There was no hint of humor in her voice, and who could blame her? It's not every day you find someone you care about has superpowers.

Speaking of superpowers... "Gwen... I had this crazy idea..." I ignored her snort. "I was thinking of going into... wrestl-"

"Stop right there." Gwen's voice was cold again. "Are you seriously suggesting exploiting your condition against people who do this sort of thing for a living?" I gulped and nodded, ignoring her labeling it as a condition. "Peter, what are you thinking?!"

"I-I was hoping to build up enough money for a car..." Seriously, what was her deal? Quiet one moment, yelling at me the next.

Gwen narrowed her eyes and pouted. "You want a car to impress Mary Jane." It was not a question. I struggled for an answer but could only helplessly nod. Fully closing her eyes, Gwen sat back and let out a deep breath. When I made a move to speak, she raised up a finger for silence. After a full minute of tension, she asked, "Why did you tell me that?" Her eyes were still closed but her glare was still effective. "You had some motive for changing the subject to that one. What is it?"

I shrank back under her unseeing stare and murmured, "I... was hoping you could... help me make a costume..." Gwen's eyes opened but I really wished they stayed closed. That sort of death glare was reserved only for the most evil of blasphemers. "I need your help, Gwen. You know I'm no good at sewing..." I looked her in the eye. "Will you help me?"

Gwen slowly stood up. She sighed and ran a hand through her hair. "Peter, in the last twenty minutes, I've learned that you have been bitten by a spider, gained its abilities, have no intention to seek medical advice, and now you're asking me to help make a costume so you can fight in a wrestling ring to win money for a car to impress Mary Jane, a girl you only barely interacted with for five minutes." I wanted to point out that MJ and I had a nice conversation the night before, but I didn't want to risk upsetting Gwen further. "Do you know when the next wrestling event even is?"

As a matter of fact, I did. I took the liberty of calling the ad people earlier that day. "Next weekend at 7."

Gwen sighed again. "Exactly one week away, then. Even if I wanted to do this, I'd only get maybe a third of it done." She rested a hand on my shoulder and gave me a gentle squeeze, then walked away, but just as she opened the door, she looked back over at me. She looked like she was about to say something regretful. "You're my friend... and it would be wrong of me to not at least try to understand this..." She swallowed a lump in her throat. "Draw some concept images and bring them to my house by 4, if you're serious about this. And no, our friendship will not vaporize no matter what you do."

* * *

I literally ran all the way home. Gwen said yes! Well, she didn't technically _say_ yes, but it was good enough. I raced through the door and caught Uncle Ben eating lunch with Aunt May. "Hey, buddy," Uncle Ben greeted. "You're in a hurry, something going on?"

"Uh, no, I just remembered that I had some work to do." I pointed up to the stairs. "I'll be in my room if you need me."

As I practically leaped up the stairs, Uncle Ben trailed behind. "W-well, if you're sure, Pete."

I smiled at him. "Don't worry, Uncle Ben."

He chuckled and patted my shoulder as he said, "Who's worried? I'm not worried." I gave him a quick hug and closed my bedroom door. There was work to be done and I needed all the time I could get. "Uh, by the way, would you mind helping me clean the attic later today?"

"Sure thing, Uncle Ben," I called from my desk, where sat a notebook and utensils. "Don't start without me."

"Heh, and don't start up with me."

I heard him go back downstairs and took that as a sign that I should get started. I was glad I regularly doodled in my notebook when I was bored, otherwise the entire process would have been very difficult. I started small and worked on the initial outfit. I started simple, using a black leotard and mask, then added black gloves and boots, and finally a sort of webbed cape attached to the back.

...I quickly scrapped the image, deciding it too cumbersome and too Superman-ish. I briefly wondered if I would need a utility belt, but then scrapped that idea since I could just web items to my waist if need be.

I started on another, this time planning on a red bodysuit with a black mask that extended to my shoulders. That was also trashed. Maybe I needed to start things small, like a symbol. At first, I chose an hourglass design because Black Widows have a red hourglass on their thorax, but the idea didn't push through. Rather than the hourglass, I tried sketching a spider itself. That went much more smoothly, as it was simple yet telling, especially with the angled legs.

That done, I resumed creating the costume, this time going with a full gray bodysuit with a green spider symbol. _Ehh, needs more color, big time._ Tearing that page out, I remembered that the spider that bit me was red and blue. I wanted to avoid using Superman as an inspiration, not because I disliked him, it was just not very original, but when I started drawing what would eventually be _the_ outfit, I realized that red and blue went together perfectly.

It worked so smoothly, with a red top, gloves, boots, and mask, and blue on my legs, back, and the underside of my arms. Black webbing on the red areas, the spider emblem in the center of my chest, and two large ovoid shapes for the eyes.

Of course, I sketched other designs, like an all black suit with white spider that wrapped around the torso, a red suit with gold armor plating, and even a black suit with red webbing around the shoulders and fingers, but that one was ultimately scrapped.

I smiled at the completed portrait of my final design. It would certainly be an attention-grabber. _Look out, here comes the Human Spider._


	9. Uncle Ben's Wisdom

I knocked on the door of the Stacey Residence and shivered. It was a little past 4 so I hoped Gwen was not literal with her offer. The door opened to reveal Captain George Stacey himself, clad in his uniform and peering down at me from thirty thousand feet above.

"Parker."

I gulped and said, "Hello, Captain Stacey." I frowned slightly in confusion. "Is something going on?"

Captain Stacey nodded and answered, "A situation has called me to work for the day."

I stepped aside to let him get out and said, "Be safe out there, sir."

Turning to me, Captain Stacey smiled and nodded. "Always." Then he got into his car and drove away.

"That went well," I heard Gwen say from inside the house. "Are you hungry? We have some pizza left over from last night."

I stepped inside and shook my head. "Thanks but I had a..." I trailed off and immediately met Gwen's inquisitive eyes. Fighting off a smile, I finished, "I had a bite."

There was a pause that last about ten seconds before Gwen snorted under her breath. "Well, at least your sense of humor is still in tact." She went down the hall and sat down in the arm chair of the living room. Crossing her legs, Gwen sighed and grasped her trembling fingers. "So, what did you come up with?"

I sat down on the sofa and handed her my sketches. "I personally like the red and blue one but..."

Gwen nodded and looked through the various designs and caricatures, her face a complete blank except at times when she pursed her lips or raised her eyebrow. After about twenty minutes of flipping between pages, humming to herself, and blanching at odd times, Gwen closed the notebook and took in a deep breath. "First, I think the red and blue one is the best, if a little ostentatious. I also like the black one because of its simplicity. The rest," she looked over at me, "scrap them."

"Oh..." I took the notebook back and nodded helplessly. "So, you think you can do it?"

Gwen smiled and stood up. "Of course I can, but it won't be done in time for the match, which I still think is a terrible idea." She sighed and held my shoulders. "I won't stop you though. I have neither the right, authority, or power to force you against this." With that, she stepped away as her mother quickly walked through the room, gave me a short greeting, and proceeded into the kitchen. Gwen escorted me to the door and said, "See you at school, Pete."

* * *

_One week later..._

**OSCORP MAY LOSE CONTRACT TO QUEST! **That was the first thing Norman Osborn saw in the paper that morning. He had been having trouble sleeping since Doctor Stromm's death and the whiskey and scotch had helped very little. Flipping the paper, he saw the title of the article about his company: **Is this the end of Norman Osborn?**

Then, a shock of laughter echoed around the penthouse. Norman initially thought it was Harry for whatever reason, only to remember that he went out earlier to look for an apartment to move into after he graduated.

"**IF he graduated..."** a voice whispered into Norman's ear. Another spike of cackles rang out, and it occurred to Norman that he had a very large headache.

* * *

I noticed that people had started treating me better at school. Nothing grand or overt, but for once the bus actually stopped and waited for me when I missed it, someone offered me a seat, and no one threw anything at me.

I gotta say, it felt pretty good to not be bullied. Flash seemed to mellow out too, though he didn't bother trying to talk to me or anything, but that's okay. I was enjoying the relative peace and quiet too much to really notice. Besides, I was more focused on honing my web shooting capabilities.

I discovered that if I timed it just right, I could sling objects toward me immediately after webbing them. I practiced this on a can of Dr Pepper, and after a broken picture frame, several spots on the wall, and my own shirt somehow, I succeeded.

… Aunt May wasn't too happy about the noise, though.

Still, my skills were improving and my costume was in the process of being made. Unfortunately, as Gwen said, she couldn't finish it in time for the wrestling match, so I had to slap on a pair of blue workout pants, sneakers, fingerless gloves, a red sweatshirt with a spider insignia added on the front and back, and a red ski mask. It looked really cheap, but it was colorful at least.

"Something's botherin' him," Uncle Ben said as he fiddled with the wires of an old radio. "Maybe he's too embarrassed to tell me what it is, maybe I'm too embarrassed to-to ask him, you think?" Aunt May nodded with a smile as Uncle Ben shrugged. "I don't know, I just don't know anymore."

Covering up the sweatshirt with my hoodie, I descended the stairs and said, "Going to the downtown library, I'll see you later."

Uncle Ben immediately got up from his seat and said, "Yeah, wait, Pete. I'll uh, I'll drive ya there, buddy."

_What? Come on, of all the times... _"Oh no, I'll take the train."

Uncle Ben grabbed his coat and keys. "No no no, I need the exercise." He gestured at the door. "Go on, go go go." Quickly turning to flash Aunt May the OK gesture, he hurried out after me. I was aggravated because I obviously was not planning on going to the library, especially since it was a half hour walk from the _actual_ place I wanted to go.

As we pulled up to the admittedly impressive library, I unbuckled my seat-belt and said, "Thanks for the ride, Uncle Ben."

"Wait a minute, Peter." Uncle Ben took off his own seat-belt. "We-we need to talk."

"Oh, we can talk later." _Please take the hint!_

"Well, we can talk now," Uncle Ben retorted as he turned off the radio. "If you let me."

I sighed and pinched the bridge of my nose quickly. "What do we have to talk about and why now?"

"Because we haven't talked at all for so long, your aunt and I don't even know who you are anymore." I clenched my jaw to hide my frustration. I had only half an hour to get to the wrestling arena and I was getting antsy. "You shirk your chores," I winced and remembered that I never did help him clean the attic, "you have all those weird experiments in your-in your room, you start fights at school-"

That was where I drew the line. "I didn't start that fight, I told you that."

Lifting his eyebrows, Uncle Ben snapped, "Yeah, well, you sure as hell finished it."

"What was I supposed to do, run away?" My fists tightened as I got ever more irritated. It was sheer poor timing for this sort of discussion and I was not happy about it.

Uncle Ben shook his head and sighed. "No. No, you're not supposed to run away, but..." He rested a hand on my shoulder. "Pete, look, you're changing. I know, I went through _exactly_ same thing at your age."

"...No, _not_ exactly." _You weren't bitten by a man-made spider._

"Peter... these are the years when a man changes into the man he's going to become the rest of his life. Just be careful who you change into. This guy, Flash Thompson, he probably deserved what happened. But just because you _can_ beat him up, doesn't give you the _right_ to." Uncle Ben pointed gently at me. "With great power comes great responsibility. Remember that, Pete. Remember that."

Completely missing the point, I asked, "Are you afraid that I'm going to turn into some kind of criminal?" Uncle Ben sighed and looked away. "Quit worrying about me, okay? Something's different, I'll figure it out. Stop lecturing me, _please_."

"I don't mean to lecture and I don't mean to preach," Uncle Ben said apologetically, but I was just about fed up with the conversation. It was inconvenient for me and I wanted it to hurry up and end. "And I know I'm not your father-"

"Then stop pretending to be!"

The second I finished that sentence, I wished I hadn't. Uncle Ben looked like I shot him through the heart, which was not totally inaccurate. I never really knew my parents, they died before I could properly remember them, but Uncle Ben... He grew up with my dad, he knew Richard Parker better than I ever could. "...Right." Uncle Ben turned in his seat and started the engine. "I'll pick you up here at ten."

I sighed and got out of the car, taking care not to shatter the glass as I closed the door. Maybe the wrestling match would help clear my head. I nodded and waited for Uncle Ben's car to turn the corner. Once it did, I immediately went the opposite direction of the library, towards the wrestling arena. _I'll apologize to Uncle Ben afterward._


	10. The Wrestling Match

As it turned out, I was one of a lot of people waiting to fight this Bone Saw guy. He looked mean and strong, with muscles practically popping from his outfit. He was fighting some GI Joe knockoff and tossed the smaller man over his shoulder, then slammed him into the ring. _This may have been a mistake..._ Bone Saw climbed onto one of the corners and showed his guns to the crowd, which roared in response. The reigning champion then turned and leapt off the corner, bringing his elbow down on the poor guy's collar bone.

While the referee counted down, someone in the arena lifted a banner: **BONE SAW : MASTER OF DISASTER!**

_Well, something to be said for the fanbase... _The referee finished counting and Bone Saw stood tall next to his quite possibly crippled opponent. "Who's the man?!" the wrestler cried as medics put GI Joe on a gurney and carried him away.

"BONE SAW! BONE SAW! BONE SAW! BONE SAW!" the crowd answered.

The ring announcer, wearing a groovy gold snakeskin jacket, stepped into the ring. "Ladies and Gentlemen, give it up for BONE SAAAW McGRAAAAAAW!" The audience was shaking the building with their excitement. "For three THOUSAND dollars, is there no one here man enough to stay in the ring for three minutes with this Titan of Testosterooone?!" Boos rang out everywhere while Bone Saw was getting greased by his posse. "WHO? I know who... The Flying DUTCHMAAAN!"

I made my way to the sign up line while the Flying Dutchman dealt with Bone Saw. My hands were trembling by the time the lady announced, "Next!" Seeing me, she scoffed and shook her head. "There's no featherweight division here, small fry. Next!"

"No no, sign me up," I urged, voice muffled by my ski mask.

The lady looked me up and down then sighed. "Okay. You understand NYWL is not responsible for any injury you may and probably _will_ sustain while participating in said event, and you are participating under your own free will?"

I smiled. "Yes!"

Rolling her eyes, the lady scribbled down the name I gave her as she drawled, "Down the hall to the ramp." As I walked away, I heard her mumble, "May God be with you."

I heard someone scream and then a loud crash as I approached the entrance to the arena. "Next victim!" Bone Saw demanded.

"Are you ready for mooore?!" the ring announcer cried.

The crowd immediately went into overdrive, shouting and screaming that they did indeed want more. "Bone Saw is ready!" said wrestler proclaimed through the mic.

"Will the next victim please enter the arena at this time?" Taking my cue, I walked down the ramp until I stood in front of a large screen, where I saw the shadow of the ring announcer approaching. "If he can withstand just three minutes in the cage, with Bone Saw McGraw, the sum of THREE THOOOUUUSAAAND DOLLAAARS will be paid to..." He trailed off and whispered, "What's your name, kid?"

"The Human Spider."

I saw his silhouette turn sharply as he hissed, "The Human Spider, that's it? That's the best ya got?!"

Offended that he didn't like my name, I replied, "Yeah!"

"Oh that _sucks_..." The ring announcer cleared his throat and stepped away from the screen. "The sum of THREE THOOOUUUSAAAND dollars will be paid to... The Terrifying... The DEADLY... The Amaaaziiing Spider-Man!"

_Wait, what?_ The screen flew up and revealed me to the waiting audience, only my back was turned. "My name's The Human Spider," I said to the guy behind me.

"I don't care, get out there!"

"No, he got my name wrong-"

"Get out there, you moron!" The guy shoved me and made me take a few steps forward. The crowd was booing and screaming as popcorn hit me in the face. Bone Saw's all-female posse was waiting on the way down, each holding microphones.

"Bone Saw's gonna eat you up and spit you out, little man."

"I hope you brought your mommy with you 'cause you're gonna need someone to go cryin' to."

"I'm gonna rip all eight of your feeble legs off one by one!"

More popcorn and even some cotton candy hit me as I passed the previous challenger, who was laying on a gurney. "Oh my God!" he wailed. "Oh, my legs! Oh, God! I can't feel my legs!"

_Yep, pretty sure this was a mistake._ I stepped into the ring where Bone Saw was pacing like an animal. I mentally wrote goodbye letters to all my loved ones until I heard clanging up above. Looking up, I stared dumbly at the four barred walls coming down. _A cage match?!_ The walls lowered down and boxed me and Bone Saw inside. I hurried to the opposite corner and called, "Hello? Guys?"

"Will the guards please lock the caaage doors at this time?" the ring announcer asked.

As several crewmen came up and set chains and padlocks around the joints of the cage, I shouted, "Hey, listen! There's some kind of mistake. I didn't sign up for a _cage match_!" They all ignored me, one even gave me a cutthroat gesture. "Hey! Unlock the thing! Take the chain off!"

"Hey, Freakshow!" I spun around and found Bone Saw smirking at me. "You're goin' nowhere! I got you for three minutes!" _Uh oh..._ "Three minutes of playtiiime." The bell rang and Bone Saw charged at me. Feeling the surge of heat on my neck, I backflipped and latched myself to the cage wall. _Huh, maybe this isn't so bad._ My opponent slammed into the bars and fell backwards, then recovered and spotted me. "What're you doin' up there?!"

"Staying away from you," I said. I couldn't help a cheeky smile as I taunted, "That's a cute outfit. Did your husband give it to you?" Bone Saw growled and jumped at me, but I flipped off the wall and landed in a crouch on the other side of the ring. The wrestler charged at me, so I shot two webs onto the ceiling of the cage and vaulted over his head. _This is good, just keep dodging and the three grand is as good as mine._

"Finish him off!" one of Bone Saw's posse cried. I felt the surge of heat and turned... to get smashed in the face by a metal chair. _Ow_. He slammed it on my head again, but it didn't hurt as much as I thought it would. I tried to get up, only for him to slam it on my back. I tried again, and he hit me again. _I thought this guy was strong..._ He then grabbed my leg and swung me into the steel bars of the cage. _Okay, so he can-_ I got slammed into the other wall. _Ow. So he can lift me up but can't hurt me much? Cool, I got durability too._ He dropped me to the ground and stomped away.

"Kick his spider ass!" another posse girl screamed as she handed Bone Saw a crowbar. _Uh oh, _that_ might hurt..._ I shot my leg out and caught him in the gut. I delivered as many kicks as I could so that he would back off, but every time I sent him stumbling, he came right back. _Gotta hand it to him, he's a stubborn one._ As he lunged at me one final time, I used his momentum to catapult him into the far wall, where he fell flat on his head and stayed there.

The cage walls were immediately unlocked and the referee came running in. He counted down and then ran to me. "That's it! That's it!" He grabbed my wrist and forced my hand up in victory. "Winner!"

The ring announcer jogged around the circumference of the arena and proudly proclaimed, "Ladies and Gentlemen, give it up for the new champion: SPIDERRR-MAAAN!" It took me a second to realize that no one was booing except for Bone Saw's posse. In fact, the crowd was cheering!

"SPIDER-MAN! SPIDER-MAN! SPIDER-MAN! SPIDER-MAN!"

I couldn't believe it even as I grinned and threw up both arms. I won the match! I won three thousand dollars! I was a winner! _I could get used to this..._

* * *

The manager slipped a hundred dollar bill onto his desk. I took it and waited while he counted the rest of the money, but when he noticed me, he frowned and gestured to the door. "Now get outta here."

I returned his frown and looked down at the bill in my hand. "A hundred bucks? The ad said three thousand."

The manager snapped his head at me and barked, "Well check it again, Webhead." I narrowed my eyes but he didn't seem to notice. "It said Three Grand for _Three Minutes_, and you pinned him in two. For that," he pointed to my hand, "I give you a hundred, and you're _lucky_ to get that."

I sighed and tried not to let my frustration show. "Can't you give me two thousand for two minutes?"

"How about you get the hell outta my office before I call security," he snapped.

"I need that money," I curtly said.

The manager leaned over his desk and mocked a pout. "I missed the part where that's my problem."

I realized that I was only going to get the hundred dollars no matter what I said, so I sighed and walked out the door as someone with frosted hair walked in. I stomped over to the elevator and almost broke the call button from pushing it so hard. While I was waiting, I heard someone shout, "Hurry up!"

Turning, I saw a silhouette in the glass door raise his arm and smack the manager. The guy with frosted hair exited the office and darted down the hall right at me. "Hey!" the manager cried. "He stole the gate!"

A security guard exited one of the side doors and pointed at me. "Stop that guy!"

"Stop him! He's got my money!"

_So this guy robbed the guy who stiffed me?_ I shrugged and casually stepped to the side. The robber threw himself into the elevator and machine gunned the button. As the door finally closed, he looked at me and said, "Thanks!"

The security guard stopped just short of the door and glared at me. "What the hell's the matter with you? You let him go!" He ran back down the hall and shouted into his walkie talkie, "Cut him off in the lobby, then call the cops!"

The manager looked helplessly at the elevator door as he stood beside me. Glancing at me while holding a bandage to his head, the man chided, "You coulda taken that guy apart." He shrugged helplessly. "Now he's gonna get away with my money."

There was no greater satisfaction in the moment when I uttered, "I missed the part where that's my problem." The manager frowned and scoffed as he walked away. I let out a deep breath and pressed the call button. Barely hiding my smug smile, I thought to myself, _That'll teach you, won't it?_


	11. The Passing of Uncle Ben

I walked lazily out of the wrestling arena and onto the street. I felt equal levels of frustration and satisfaction, both directed to the cheap manager. How hard could it have been to compromise with more than a hundred bucks? Some people, oi. I continued on my way to the library, since that was where Uncle Ben was picking me up, and I felt a sharp stab of guilt. All the stress and secrecy for the past week was for nothing. I hurt Uncle Ben for a measly one hundred dollars, and that's just no way to treat the man who raised you.

Gwen wasn't going to be happy either, I realized with a groan. She was right, it was a bad idea. A complete waste of time, and she was going to let me know it was until we were both in our eighties. I shook my head as I tried to figure out how to apologize, probably a good idea to take them both to something they enjoy. Gwen, I could simply take to the mall, but Uncle Ben...

_I know,_ I thought with a smile. _We'll go fishing after I graduate. Haven't done it for so long, I'm sure he'll appreciate it._ I remember the last time we went fishing; he caught a four-pounder, I got yanked into the water and he had to pull me back out.

"_Heh, just because you like to fish,"_ Uncle Ben had said. _"Doesn't mean you should try to join 'em!"_

_BANG!_ The sound shook me out of my thoughts. What on earth was that? It sounded almost like a... gunshot. I wandered down the street for a few minutes and saw a group of people huddled by the curb near the library. As I approached the crowd, someone asked who got popped, and the answer made my blood go cold.

"Some old dude, man."

_Old dude... near the library... _ I quickly hustled into the swarm of faces, including a police officer asking people to stay back. _Oh please, God, no..._ "Excuse me," I said hurriedly as I pushed my way through.

"Stay back," the officer urged, placing her hands on my shoulders.

"Excuse me," I repeated, unintentionally using my strength to force the officer backward as she ordered me to stay back again. I got a look over her shoulder and... "That's my uncle!" I shoved the officer aside and knelt down beside the wounded form of Uncle Ben. Looking up, I demanded, "What happened?"

With a sigh, the officer said, "Carjacker. He's been shot." _Oh, God... No no no..._ I turned to Uncle Ben and saw the wound in the right side of his coat. Blood soaked down his waist and into the ground as I held his shoulder. "We just called the paramedics, they're on their way."

I didn't acknowledge her, or anyone else for that matter. Only Uncle Ben mattered at the moment, and he was struggling to breathe. "Uncle Ben?" I asked, ignoring the mist forming in my eyes. Uncle Ben stirred slightly, enough for me to hear him try to breathe. "Uncle Ben?" I urged, and he moved his head around slowly, trying to find who was calling his name. _Please, God... Not him... _"Uncle Ben..." He finally saw me, and the smile on his face... he looked so relieved...

"Peter..." he whispered, and it hurt to hear him sound so... so vulnerable...

Squeezing his shoulder, I mumbled, "I'm here, Uncle Ben..." I could feel twin trails of sadness slide down my cheeks. _This isn't fair..._

Uncle Ben lifted his hand just a bit, but I quickly caught it and held it tight. Uncle Ben was dying... and I had to sit there and watch... Why? What was it him? Why so soon? "Peter..." he managed to say... for the last time. _Please, no... nonononono..._ His eyes drifted closed... and not even my adhesive skin could keep his hand in mine... Uncle Ben, the man I loved as a father, was gone...

It's not fair.

"We got the shooter," I heard another officer say to his partner. "He's headed south on Fifth Avenue, we got three cars in pursuit."

_Three cars... not good enough. _This man... he killed Uncle Ben... stole his car... and I was _not_ going to allow him to escape. I stood up and shoved my way through the crowd of sympathetic people, but they weren't important at the moment. I didn't want pity or sympathy. I wanted _revenge_. I moved into a run, ducking through an alley and tossing my hoodie aside. Putting on my gloves and mask, I found a suitable building and leapt at it. Adhering to the surface, I clawed my way up, jumping past windows that were in my way until I reached the top. Sensing the surge of heat on my neck, I turned around and leapt onto an unused flagpole. Using my momentum, I swung end over end thrice before releasing, flying through the air and landing on the edge of a business building.

_Where is he...?_ The surge in my neck seemed to grow stronger as I looked slightly to the left, so I jumped across the building and landed in a run on the other side. Leaping again, I followed the heat in my neck and landed in a crouch on the corner of a deli. On the left was the road... and my uncle's car, swerving in and out of traffic with three police cruisers in hot pursuit. _I can't get there fast enough by running and jumping... but..._ I immediately shot a web at the far-across apartment building and stood up. I had yet to actually attempt another web swing, not since the first time, so I was struck by nervousness for a moment. That moment ended when I jumped off the corner.

Yelling in fear, I swung over and nearly slammed into the building if I hadn't shot another web strand, this time to the building down the street. I released the first web and let my momentum carry me over, but my hand slipped as I reached the apex of my swing. Soaring through the air, I listened to the surge of heat on my neck and fired another web string, and as I swung down low, I was struck by a bizarre thought: _I'm swinging through the city streets like a modern Tarzan._

I shook away that thought and searched for the car that held my uncle's killer. It was difficult because of the high winds in my eyes, but I managed to follow the mayhem the car left behind. I swung above the police cruisers backwards, because I accidentally used my left hand to webshoot a building on my right, but it worked out when I landed on the roof of Uncle Ben's car. I shoved my fist through the roof and grabbed at the murderer's face, then ducked to the left when I felt the surge of heat. Bullets flew out of the roof but made no contact with me, because I had abandoned ship and jumped to the adjacent sixteen wheeler.

_This isn't working out, but if I can follow him... _I trailed off when I looked up and saw that the sixteen wheeler was about to go under an overpass. Summoning all the strength in my legs, I propelled myself off the semi and hurtled through the air. I touched down safely back on the semi and let out the breath I didn't know I was holding. I spotted Uncle Ben's car and shot a web as far as I could, then yanked myself forward, twirling in midflight and landing on the hood of the car. Before the killer could get any shots off, I smashed my fist through the windshield and shattered it, then spun around when I felt a painful surge of heat. Looking ahead, the car was on a collision course with the rusted gates of an old abandoned warehouse on the dock, so I jumped up and somersaulted onto the roof of the warehouse. Spotting a rusted ventilation duct, I crawled inside and heard the killer shuffling about in the dark.

Crouching on a ceiling support beam, I watched the killer drop the clip in his gun and insert a new one, then I inched along the beam. The killer whirled around and demanded, "Who's there?!" I deliberately made a bit of noise and the killer shot a few rounds into the ceiling. Now that he was facing away from me, I quietly attached a web to the ceiling and drifted upside down so I could observe him. A lowlife thug, probably spat up from the slums if his grungy clothes were any sign. When he made a run for the exit, I hopped to the floor and met him there. He slammed into the double door, trying to force it open, and I grabbed him by the back of his jacket and forced his head into the glass pane of one door. He screamed in pain, and I pulled back and slammed his head into the other pane of glass.

The murderer screamed again and I tossed him back, where he bumped into a piece of scrap metal and stumbled to his feet. I approached him as he drew a knife, but I easily dodged with my quick reflexes and kicked the knife out of his hand. Grabbing an overhead pipe, I lifted myself up and kicked him with both legs, sending him tumbling into one of the large glass windows. I threw off my mask so he could see who attacked him as he begged, "Don't hurt me! Just gimme a chance... Just gimme a _chance_!"

_A chance to do what? Shoot another innocent man in cold blood?!_ "What about my uncle?" I demanded. "Did you give _him_ a chance?" The killer didn't answer. "Did you?!" He still didn't answer, so I grabbed him by his jacket and hauled him against the window. "ANSWER ME!"

That was when the light shone from a police spotlight... and the killer's face... _No... it can't be..._ It was. The guy with the frosted hair... the one who robbed the manager... the one I let get away...

"_Thanks..."_

I stepped back as my stomach threatened to regurgitate itself. _My God... what have I done...?_ I felt metal press into my forehead, and I focused back to reality to see the shooter chuckling. "See ya." Before he could pull the trigger, I snatched his hand and twisted, breaking his wrist and making him drop the gun. He stumbled back in pain, not seeing the pipe jutting from the floor. His foot got caught... he broke through the glass window... and his scream ended when he hit the ground. The police searchlight found his body, broken on the docks, money strewn about from the sack still wrapped around his shoulder. I spun around when I heard police officers reach the room I was in, and I quickly leapt to the ceiling and out of sight.

After I eluded the police, I sat on one of the eagles of the Chrysler Building, overlooking the rest of New York, but none of it mattered. All I could see was Uncle Ben laying all alone in the street, a gunshot in his chest, and a deeper wound in his heart.


End file.
